Synovus Financial Corp. (NYSE: SNV) announced today that it has commenced a cash tender offer to purchase up to $150 million in aggregate principal amount (as such amount may be increased or decreased by Synovus pursuant to the terms of the tender offer, the “Maximum Tender Amount”) of its outstanding 5.900% Fixed-to-Fixed Rate Subordinated Notes due Feb. 7, 2029 (the “2029 notes”). Approximately $286,364,000 in aggregate principal amount of the 2029 notes is outstanding.

The tender offer will commence on Nov. 2, 2023, and expire at 5 p.m. (New York City time) on Dec. 1, 2023, unless the tender offer is earlier terminated or extended (such time and date, as may be extended or earlier terminated, the “Expiration Time”). The tender offer is being made exclusively pursuant to an offer to purchase dated Nov. 2, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth the terms and conditions of the tender offer.

Holders of 2029 notes who validly tender (and do not validly withdraw) their 2029 notes at or before 5 p.m. (New York City time) on Nov. 15, 2023 (such date and time, as the same may be extended, the “Early Tender Time”), will be eligible to receive consideration equal to $935 per $1,000 principal amount of the 2029 notes tendered and accepted for purchase (the “total consideration”), which includes an early tender payment of $30 per $1,000 principal amount of the 2029 notes (the “early tender payment”). Holders who tender their 2029 notes after the Early Tender Time but at or before the Expiration Time will be eligible to receive $905 per $1,000 principal amount of the 2029 notes tendered and accepted for purchase (the “tender offer consideration”), namely the total consideration less the early tender payment. In addition to the applicable consideration, all holders of 2029 notes accepted for purchase will receive accrued and unpaid interest on such 2029 notes from the last interest payment date to, but not including, the date such 2029 notes are purchased in the tender offer (the “accrued interest”).

Tendered 2029 notes may be validly withdrawn at or before 5 p.m. (New York City time) on Nov. 15, 2023 (as may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by law, by following the procedures described in the Offer to Purchase.

Subject to the terms and conditions described in the Offer to Purchase and the Maximum Tender Amount, Synovus expects to accept for purchase all notes validly tendered (and not validly withdrawn at or before the Withdrawal Deadline) at or before the Early Tender Time or the Expiration Time promptly following each of the Early Tender Time and the Expiration Time, respectively. Synovus currently expects that the settlement date for 2029 notes validly tendered at or before the Early Tender Time and accepted for purchase will be Nov. 17, 2023.

The 2029 notes may be subject to proration if the aggregate principal amount of the 2029 notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. Furthermore, if the tender offer is fully subscribed as of the Early Tender Time, holders who validly tender their 2029 notes following the Early Tender Time will not have any of their 2029 notes accepted for purchase unless Synovus in its sole discretion increases the Maximum Tender Amount to a principal amount greater than the principal amount validly tendered (and not validly withdrawn) as of the Early Tender Time.

Synovus’s obligation to accept for purchase and to pay for 2029 notes validly tendered and not validly withdrawn in the tender offer is subject to the satisfaction or waiver of the general conditions set out in the Offer to Purchase. Synovus reserves the right, subject to applicable law, to: (i) waive any and all of the conditions to the tender offer; (ii) extend or terminate the tender offer; (iii) increase or decrease the Maximum Tender Amount; or (iv) otherwise amend the tender offer in any respect. Synovus expressly reserves the right, but is not obligated, to increase or decrease the Maximum Tender Amount without reinstating withdrawal rights.

Morgan Stanley & Co. LLC will serve as dealer manager (the “Dealer Manager”) for the tender offer.

The tender offer will be effected pursuant to the Offer to Purchase. Holders of the 2029 notes are urged to read carefully the Offer to Purchase before making any decision with respect to the tender offer. Questions regarding the tender offer may be directed to the Dealer Manager at 800-624-1808 (toll-free) or 212-761-1057 (collect). Copies of the Offer to Purchase may be obtained upon request by contacting the tender agent and information agent (the “Tender Agent” and “Information Agent”) for the tender offer, D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005; banks and brokers call collect 212-269-5550, all others call toll-free 800-967-7635, or via email at [email protected].

Please also note that the rate at which the 2029 notes bear interest will reset on Feb. 7, 2024 (the “Reset Date”). The 2029 notes currently bear interest at a rate of 5.900% per annum. On the Reset Date, the rate at which any outstanding 2029 notes will bear interest will reset to a rate per annum which will be 3.379% above the 5-Year Mid-Swap Rate (as defined in the indenture for the 2029 notes). In accordance with the indenture, the 5-Year Mid-Swap Rate will be determined by reference to a designated screen page. If the designated screen page is not populated and no successor page is identified, the rate for such tenor will be determined upon consultation by Synovus with an investment bank of national standing, the parameters of which are expected to be in accordance with the ARRC’s recommended formula and result in a rate substantially similar to the SOFR Spread-adjusted Swap Rate. As a result, the rate at which any outstanding 2029 notes will bear interest following the Reset Date is not currently known and will depend on the 5-Year Mid-Swap Rate on the second business day prior to the Reset Date.

From time to time after the Expiration Time or earlier termination of the tender offer, Synovus and/or its affiliates may acquire any 2029 notes, to the extent permitted by applicable law, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as Synovus may determine, which terms may be more or less favorable than the terms of the tender offer and which prices may be more or less than the price paid pursuant to the tender offer and could be for cash or other consideration. Furthermore, Synovus has the right to redeem the 2029 notes, in whole but not in part, on the Reset Date at a redemption price equal to 100% of the principal amount of the 2029 notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. Based on current market conditions, Synovus does not currently intend to redeem the 2029 notes on the Reset Date; however, Synovus reserves its right to exercise its redemption rights on the Reset Date in accordance with the terms of the indenture for the 2029 notes.

This news release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the 2029 notes or any other securities. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Synovus, the Dealer Manager, the Information Agent or the Tender Agent or any of their respective affiliates makes any recommendation as to whether holders of the 2029 notes should tender their 2029 notes pursuant to the tender offer. Holders must make their own decision as to whether to tender their 2029 notes and, if so, the principal amount of the 2029 notes to tender.